The Carnival
by Hoodies and Computers
Summary: "Life is about taking what you've got and twisting it to what you want . . . Her lack of wealth and his excess are not definitions. They're obstacles, and once they break through nothing will stop them." Spending prom night hiding under a kissing booth with Oliver Queen was not supposed to turn into one of the best nights she's ever had. Olicity AU, oneshot.


**Original prompt by ohmypreciousgirl on Tumblr: Olicity highschool kissing booth. I got carried away with this and didn't really follow the prompt, but I hope you still enjoy. **

* * *

Gathering her dress in her arms and not even bothering to think, Felicity zooms away from her prom date — Jared, the clingiest and the weirdest guy in the _world_ — and searches for a safe haven. The bathroom is impossible since there are a multitude of girls sitting around doing absolutely nothing, and anywhere else in the hotel is off limits to students. Time is running out, and out of the corner of her eye she sees an abandoned kissing booth with no one in or around it.

Not hesitating Felicity goes straight there, but finds the only place to hide is underneath the table. Dramatically lifting the curtain and collapsing on the ground, she inhales loudly and brings her poofy dress closer to her. It's completely dark in here, and honestly, this is perhaps the worst kissing booth ever. The fact that it's covered up only means at least one couple has had sex in here, and the booth isn't even set up to raise charity money. Despite her prom being a carnival theme, the booth is a waste of space, but she has a feeling the class president who organized prom set up it up this way for a reason. She had a knack for getting caught in compromising situations and made no effort to change that.

"Who's here?"

Felicity yelps loudly and nearly falls out of her crouched position. "Who are _you_?" she asks as she unsuccessfully calms herself down. "Why didn't you say something when I came in?"

A flash of bright light lands on her eyes, momentarily blinding her. "I was listening to music."

Once her eyes adjust she catches a faint outline of a defined jaw and an immaculate tuxedo she lets herself breathe. "I'll … leave once the coast is clear," she says sheepishly. "I just need a breather."

"Take all the time you need," the boy responds. He resumes back to his iPod without sparing Felicity another glance. She leans against the table's legs, taking deep breaths and ignores the intruder. Technically she's the intruder, but she didn't expect Oliver Queen to be hiding out at the biggest night of the year.

It's a fact that Oliver doesn't recognize her even though they've spent the past four years together. They've never spoken a word to one another, and that's how it's been for her since she stepped inside St. Agnes's walls. She's spotted him making out with numerous girls in the middle of the hallway, and he doesn't fail to make a show of how much he despises school. Too bad she can't escape his obnoxious behavior since they've been in the same classes all throughout high school.

He's a constant reminder of excess and greed, and in short, she would do anything to get away from him. _Them_, actually.

Taking one glance at her cheap dress, her body heats up from embarrassment, and instinctively her hand crumples the secondhand dress she bought online. Coming to school and seeing her classmates is a daily reminder of the things she will never be, and she's so incredibly lonely when she's here. She's not immune to the nasty gossip and the sniggering behind her back, and it eats her on the inside day in and day out.

Regardless, she holds out for something better. Something different. Felicity knows these kids will drop out and skate by life with no consequences, zero appreciation and one day they'll realize how sad they are. It's only a matter of time when Felicity will be on top and this will be a tiny flicker in her past.

"You're … Phoebe, right?"

It takes her a moment to realize he's talking to her. This is certainly a surprise. "Um …" Felicity's not sure how to break it to him that Phoebe is not her real name, and it's quite possibly the worst one out there. But seeing that she's never going to speak to him again, she nods and says "Yes" because that's all she ever said to anyone.

"Oliver," he supplies without her asking. _Yeah, I know._

An awkward silence envelops them, and since Felicity gets jittery when that happens she asks him, "What were you listening to?"

"Oh, uh …" Oliver sighs, clearly disinterested, and suddenly Felicity is pissed. Why in the world is she attempting to make small talk with someone who thinks incredibly low of her? Her mood turns sour but she is a polite person, so she waits for Oliver to continue.

He lets out a small laugh, shaking his head as he does so. "It's just some band." The iPod is back on and she can see him swiping his finger across the screen, probably trying to hide the evidence.

It hits her that he's embarrassed and she wonders why. Oliver Queen, it appears, is a bit of a mystery.

Now she's curious and her judgements have temporarily moved to the side. "Well, I bet you've never heard of …" She racks her brain for a completely obscure band and finally says, "I bet you never heard of the Mountain Men." There. He couldn't possibly know them.

"Ooh," Oliver teases. She can see his eyebrows furrow in mocking concentration, but the iPod's backlight shuts off and darkness surrounds them again. "I honestly have heard of them. It's on my 'calm down' playlist."

"I'll be damned." She hears Oliver let out a tiny chuckle, and with a creeping realization she finds herself relaxing. Spending time with Oliver in a dark kissing booth — under the table — is much better than being part of the actual dance. "Who would've thought St. Agnes's resident playboy who had to have his father donate money so he could pass Pre-Calculus would be interested in obscure indie music?"

It takes a few seconds before Felicity realizes the what she said, and she's so horrified she can't retract her statement. What she said was true; she even heard Oliver bragging about it with his friend, Tommy. At St. Agnes it was a source of pride, but the way she said it only laments her utter disgust for that behavior. Unfortunately, her word vomit was one of the reason's her peers were thoroughly annoyed with her, and thus, started calling her "Hermione" in a lame attempt to lower her spirits. Normally she didn't mind being the know-it-all, but as of this moment she wants to kick herself on the head for spilling the beans.

Oliver probably hates her now.

Blowing out a breath and whistling right after, Oliver jokes and says, "You're not afraid of saying what's on you mind."

"I'm _so_ sorry. It just comes out. My mouth thinks faster than my brain, which is obviously an exaggeration. There's no way a person's mouth can move faster because the brain sends nerve signals, so I guess I _do_ know what I'm saying but I don't think twice. I'll stop now."

Groaning and stuffing her face inside her hands, she gives another "Sorry" albeit slightly more muffled. Blowing out a tired breath, she takes off her Payless heels and crosses her legs underneath her dress, tired of this night. "I can't talk to people."

"Nah, you're right." Oliver too shifts under the table and adds, "My dad wants me to go to Ivy and I don't want to." Faintly she can see him shrug. "If I take advantage of my situation and screw up multiple times maybe he'll stop after I graduate."

Her eyes flicker up to his, and she's surprised to see that he's 100 percent honest. The nature of the conversation has taken a different turn, and she fidgets because this is new to her. Felicity wants to sympathize, but truth be told she _can't_. Felicity comes home everyday to a rundown apartment and has to clean up after her mother endlessly, and wakes up in the middle of the night as her mom creates drunken chaos. She's had to work very hard and it annoys her that he's completely alright with getting a free ride everywhere without so much as giving a shit.

"Maybe you should stop and reconsider those who would do anything to be in your position."

The air shifts and swiftly becomes uncomfortable. Her skin burns from her _I'm poor_ admission because she's spent the past four years covering up just how poor she truly is. She would die of shame if they found out. There's already so much she has to deal with on a daily basis, and she can't afford another round of gossip when she's so close to graduating.

It's not that she's trying to be someone she's not, but rather, she wants to avoid the pettiness these people live by. Felicity is above that. She skipped a grade which is why she's a year younger than the rest of her class, and to boot she's a scholarship student. Unlike most of the school population, Felicity has fought tooth and nail to get here.

Despite her solid determination her steel and intelligence is constantly undermined. She's automatically an outsider by their rich standards, and it doesn't help during her award ceremony a couple of weeks ago — where she nearly won all of the accolades — her mother showed up wearing a cheap miniskirt and smelling of booze.

She's been studiously avoiding everyone since then and desperately trying to ignore the knowing glances. Everyday she walks by these immature kids who believe they're superior in every sense, and _God_, if she could just —

"I'm sorry."

Did he apologize? To _her_? She's immediately flustered because she didn't know people like Oliver were capable to apologizing. Maybe he's different. "For what exactly?"

Oliver sighs and shakes his head, shutting his iPod off as he does so. "For … completely disregarding how much you've worked. I-I see you. You're always studying and staying on top of things, and it's something I admire about you."

She doesn't know what to say. Which is a first. It doesn't sound like a pity remark, but more of an acknowledgement — that he's fully aware of all the stuff he's done and sees Felicity isn't one to mess around with. She laughs in relief and nervousness; this conversation could have turned much worse, and perhaps Oliver isn't the person she thought he was.

"You probably think I judge you 24/7."

"I don't doubt it."

Felicity scoffs and toys with the end of her dress. "I … don't. A whole lot. But I know most people judge _me_."

"Fuck them," he replies not a heartbeat later. Her eyebrows furrow and when she looks up he's dead serious. Grinding his teeth together Oliver adds, "They're a bunch of assholes."

Puzzled by the turn of events, she asks, "If you hate them so much then why do you act like them?"

The mood shifts once again. "Because it's all I've ever known."

Despite that they're a world apart his statement rings so true she has to conceal the lingering tears on her eyes. Being the underdog is all she's ever known, and no matter how many times she plays dress-up she'll always be Felicity Smoak, the know-it-all and poor girl. And after all the progress she's made she still chooses to stay that way because _it's all she's ever known._

Something stirs in her suddenly and she realizes it's anxiety. Not the type where she wants to cry but the one where she wants to get up and run and let her fingers comb the wind. It comes to a point where she can't handle it and abruptly she blurts, "Let's get out of here."

* * *

"Oh my God I'm going to puke!"

Oliver laughs behind her as they speed along with a bike they found on the street. It could be someone else's, but Oliver dropped a one hundred where their bike laid and promptly ran with it. And before that Felicity and Oliver helped cut her dress in half so it would be easier to get on it. She's sitting precariously in the front, her two hands grabbing onto the side handles at tightly as she can and her feet desperately trying to hold onto to the bars in front of her. The warm air filters through her lungs, messing up her hair, and leaves her with a content feeling she knows won't happen again.

"Live a little! It's prom night and we're free!" Oliver shouts. He takes a sharp right and causes a car to forcefully brake itself and honk back. In return Oliver flips them off.

The city lights flit by as Oliver peddles along, the citizens of Starling City unaware of their childish antics. She laughs heartily, feeling beyond carefree and just content. She's forgotten all about Jared and that stupid prom, and all she's focused on is not giving a crap. Her dress hikes up well past her knees but she doesn't care.

After fifteen minutes they get on the main bridge leading them out of the city, and when Felicity gathers the courage to peek back the sight leaves her breathless. The sky is clear and devoid of any smog, and Starling City looks magnificent and dirty and beautiful. A lump lodges itself in her throat. It's not sadness or nostalgia.

It's _happiness._

Oliver slows down and gets on the walking side of the bridge, dodging pedestrians and night photographers. He presses his brakes gently and pulls over to the side, immediately getting off and holding the bike so Felicity won't fall over. He rests the bike against the railing and he leans forward, looking down at the river and taking a deep breath.

Felicity is slightly woozy from the ride, and she's certain her hair is an exact replica of Medusa's. She too inhales deeply, and lays her back on the railing, eye Oliver. "This is not how I imagined my prom night would turn out."

Now that they've escaped from under the table she can see every bit of him — his tousled hair, his sweaty tux, and his lovely smile. "I don't know, I was kind of hoping for something like this."

"Good thing I came along."

"Yeah."

Oliver twists his lips to the side and smiles marginally, still looking out at the water. "Seeing that we were hiding under a kissing booth . . ." He awkwardly shifts to side and gives a lopsided grin. "We could . . . christen it by kissing now."

He is such a charmer. Felicity outright laughs at his face, a tiny blush creeping on her face. She can't believe Oliver Queen wants to kiss her, let alone even consider it. It's an opportunity, but for some unfathomable reason she doesn't want to. What they've done tonight exceeds any kiss from any guy. It's special in a different way. Shying away she says, "I think I'm good for now."

Instead of the usual uncomfortable silence it's turned into a peaceful one. Felicity stares at the city, sad this night will end, but she soaks all of it in. This is her one night to experience something different with no judgements or past regrets or whatever. She's here.

She turns around and rests her upper body on the railing. "So my name isn't Phoebe."

Oliver laughs and shoves his hands inside his pockets, facing her as he does so. "I know. I figured it out two seconds after I said that."

She eyes him and pretends to shoot daggers. "Are you telling me you didn't know what my real name is?"

A gust of wind comes through, messing their hair and rumpled clothes furthermore. "No … I didn't want to seem like a stalker by knowing your name off the top of my head."

She's confused. "What, is it a cool thing to not know people's names?" Tilting her head to the side she adds, "Did I mess the memo somehow?"

Oliver shakes his head, his eyes turning explicably soft. He really is handsome and kind and caring and funny. And a bit rebellious. She wants to berate herself for judging Oliver for the past four years, but she's pretty certain tonight has changed any past views they had of one another. It's a night to remember.

"To be honest I've noticed you since day one. I don't mean the … lovesick kind of notice, but more of a 'Wow, she has drive and determination and intelligence, and I'm surrounded by idiots like myself to make time pass.'" Felicity swallows thickly at his confession. He continues. "I was too scared to — I'm too scared to let others know I want to … _try _at life, no matter the circumstances."

At this point he's too ashamed to look at her. Without warning Felicity steps forward, gently laying a cold hand on his arm. She's still a good foot and a half away from him, but it feels like the right thing to do. "That's the point: we have to push ourselves and do something we've _never_ known," she states, echoing his earlier sentiment.

She's shocked by the honesty of her words. But it's true. Life is about taking what you've got and twisting it to what _you_ want. There will always be people who will put her, Oliver, and countless others down for the sake of … nothing, really. It's a matter of taking the shit, throwing it out and molding what's left into something beautiful. Her lack of wealth and his excess are not definitions. They're obstacles, and once they break through _nothing_ will stop them.

Nothing. They will be a force to reckon with.

It happens languidly, and then his arm shifts and his hand grasps hers. She grabs onto to it tightly, and lets her mind run wild for however long she wants. His too.

Hours pass or maybe minutes — who knows. But as the city the dies down and Oliver's fingers warm hers, she's reluctant to let go. To let this night go.

But instead of being afraid of tomorrow, she can't wait what the future entails.


End file.
